Attack of The Changeling updated 28th April 2012
by transpokemonfan
Summary: what happens when a pony decided to modernize Equestria with changeling helpers ? Chaos ensues in equestria!  rating might change when there is pony lurvin. Please RNR . I wouldn't bite!
1. Chapter 1:My Name Is Rainbow Dash

**CHAPTER 1 : MY NAME IS RAINBOW DASH**

**A/N :This is my first fic which features cross over of Transformer and My little Pony. Since the last episode of season 2 aired , this fic taken a simpler direction where the Transformers are in fact changeling, which i hope , in this direction, that MLP fans are able to enjoy even though they are not avid transformer fans ( you will have to read this to find out ).**  
><strong> Highlights include Rainbow Dash meeting up with starscream ! My ratings will turn mature after a few chapter when more pony lurve comes in.<strong>  
><strong>I would like to thank my cowriters and idea contributors for this fic : The writing mew ( whom i met from ) and<strong>  
><strong>Dondiscordleone ( whom i met in youtube). I couldnt have done this without the both of your support!<strong>  
><strong>PLEASE R&amp;R mah beloved bronies and pegasisters , ah wouldn't bite! I need reviews to improve and to serve with a better story !<strong>

**also available in **

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><p>Let me tell you a true story , from a land not so different and not so far away from planet earth…<br>A land inhabited by sentient , talking horses , known a Equestria.  
>Most of the residents , by looks , are not so different from the horses found in planet earth .Only they are much smaller, stocky built , and decorated in a much more variety of coat colors more compared to the dull black , brown , white, or grey found over there .<br>There are also tattoo like mark on their … erm… butt. Simply known as cutie mark.  
>The tattoo reflect their inner talent that they discover for themselves when they hit puberty.<br>They called themselves earth or ground ponies , and they are certainly not to be confused with horses from planet earth! They might lack in brawns , but they are worlds apart when it comes to brains.  
>They built city and railroads . They sow and reap their own harvest , they even set up schools for the children , and hospitals for the sick and weak!<br>There are also the Unicorns , whose magic brought Equestria her night and day  
>The Sea ponies ( who roughly resembles the seahorse on planet earth), guardians of the water and lake that gives life to everything in that magical land.<br>Last are the Pegasi , guardians of the sky , and the weather chiefs of Equestria. ( If you ask me , they are 20 % cooler and good looking than the rest of the tribes ! )  
>For long , these four tribes had been in constant war.<br>The ongoing war was so bad , but two ponies - Celestia and Luna, born of parents from different tribes, realized the pointless fighting had to stop.  
>The two sisters seek out the elements of harmony to calm down the raging tribes . These elements are only used in dire times. The precious stones had changed the tribes . The ponies settled their conflicts and recognized the importance of unity and harmony. They called the land they shared together , Equestria.<br>The two sisters, henceforth , became ruler and princesses of the land . Because they unite the tribe and they are very wise , they also became the chosen deity of the ponies.  
>Under the peaceful rule of Princess Celestia and Princess Luna , and with the elements of harmony safely tucked away in the castle , the main capital of Equestria , Canterlot, blossomed into a stunning metropolis.<br>One unicorn who once lived there , shined in his gift of bioengineer and magic . His name was Issac Sumdec.  
>He pioneered the engineering of " changeling "- a batch of bio-mechanical ponies , designed to protect Equestria and lighten the workload of every pony .<br>Issac developed 2 separate prototypes for the changelings. The first serve as warriors and protectors, the other function as builders and labourers. Those that were built as protectors and warriors were mainly engineered with the light bones of a pegasi , large wings for fast flights, and strong magic to repel enemy forces. They are swift and powerful on air and built to be masters of the skies.  
>The builder changelings required larger bulks and muscle for the rough ( but rather peaceful chores) they were designed for , like repairing and building the city of Canterlot, besides harvesting and providing food for everypony . Issac mainly engineered them without the ability to fly. Regardless, the labourer changelings were fast on ground , besides being equipped by equally strong magic to help with their daily chores. They also surprisingly have hardier built than their warrior brethrens, thanks to the tougher and stronger metal that Issac used to construct them.<br>Under Princess Celestia's constant encouragement , Issac's dream was to turn Equestria into a city where life was made so much simple with his invention . Little did he knew that his creation was about to wreak the greatest havoc across his own beloved land.  
>The "changelings" were accidentally programmed with far more intelligence than Issac had planned .<br>The warriors believed that they were far superior to the resident ponies .They believe they were not destined as lowly security guards and " slaves" to the resident ponies.  
>The builders were glad to serve , and believed that the resident ponies were more their friends , rather than masters.<br>With such different believes , clashes in the once peaceful land is inevitable.  
>The warrior changelings that weren't satisfied been treated as " second class" form an allegiance known as the Decepticon. Their goal was to take over the land by force. Lead by their evil queen and pledging their souls to her , they transformed into an ugly hive of ruthless soldiers. These changlings also accidently discovered a new source of fuel . They discovered feasting on the love and energy they deceived from the resident ponies made them more powerful. So powerful they were even able to become a carbon copy of any pony they came in contact with. No longer dependent on their lowly, laborer brethrens to supply them food , the Decepticons decided to strike out on their own. With the ability to infiltrate Canterlot disguised as castle guards and governors , the Decepticon became an almost unbeatable force.<br>Finally , they broke into the Celestial castle , and stole the elements of harmony, which is the source that unite every pony.  
>The good news was , Princess Celestia's handpicked army, the Wonderbolts , battled heroically to stop their dastardly act, and they managed in doing so. They even managed to capture their evil queen. A judgement been passed by the Celestial court that she was too dangerous to be left alive. She was beheaded , and her ashes was safely stored in a stone statue by Princess Celestia's powerful magic.<br>The bad news was , the crystals were shattered during their epic battle and scattered across Equestria, and the changeling weren't about to give up even with the demise of their queen. A young stallion-drone , named Megatronus , took over the leadership of the Decepticon.  
>Issac , saddened by the Decepticons , took his own life after he witness he had created such living monsters.<br>With the elements of harmony missing, Equestria was back to the dark ages where the different tribes of ponies waged wars with each other, and this time , far worse. This war includes the changelings who were designed to be their helper and friend .  
>But all hope is not lost. The builder changeling befriended the resident ponies and formed their own group known as the Autobots. There are also those unaffected by the missing crystals , those that strongly believe in the concept of Equestria. Working together with Princess Celestia , Princess Luna and the Wonderbolts , this minority vowed to stop the destruction of the Decepticon and gather every scattering pieces of the elements of harmony to restore Equestria back to her glory days.<br>My name is Rainbow Dash . You guessed it , I'm one sorry pony caught in the middle of the war. I am just an ordinary pegasus really, like what those human way back in ancient Greece love to draw on murals and pots ( except for my dashing rainbow mane and blue coat , and not to mention my **AWESOMENESS**) . I guess you might already know a little about me …Im athletic , a tomboy , and I am the best flier in the sky ! I also have a long term dream . It is none other joining the Wonderbolts! The best flier and the elite of the elite of Princess Celestia's royal army. I can say , joining my childhood heroes became more of a need than a want as the stupid war sets in.  
>Well , here is my story , along with my five special friends whose bond is too strong to be broken by the missing element… before you proceed , I must warn you…that this story certainly not for the faint of heart...<p> 


	2. Chapter 2: Hearts and Hooves day

**CHAPTER 2 : HEARTS AND HOOVES**

_**A/N: "Friends for life" copyright Disney Fox and the Hound 2**_

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><p>"OmaiGodOmaiGodOmaiGodOmaiGod!12am! Its hearts and hooves' day ! any plans you girls have in mind today ? Huh ? huh? Huh? "<br>Rainbow Dash checked her watch strapped around her hooves. It stroke 12 am on the 14th of February .Perfect! Just Perfect!  
>Her usually hyper friend Pinkie Pie made that big fuss while when they decided to make our pit stop at a shabby, secluded inn during our journey to Canterlot. It was the only refuge for miles spared by the ongoing war , because the inn was located far in the rural area, fortunately not yet discovered by the Decepticons or the warring tribes.<br>She and her five best friends couldn't sleep for the night , and headed for a drink at the bar .  
>Of all Rainbow Dash's friends, The pink colored , hair- looks – like- hasn't been brushed for ages , (most of the time) eccentric earth pony was the least affected by the war. The pony would question about parties , and remember Hearts and Hooves where there was nothing but death and destruction of the war.<br>It seems like "sadness" is never in her dictionary . That was why the group wouldn't mind having her around. She is always THEIR little sunshine ( as much as they hate to admit it ). Although sometimes she could irritate them as much as she brings joy and laughter.  
>Rainbow Dash recalled how they started of this journey together and ended up sitting together in that mangy bar.<br>Ponyville was devastated by a major Decepticon attack. She and her friends decided they had enough of the war and wanted to help our Princess Celestia and Princess Luna to restore peace to Equestria. They packed our bags and what remains of their family on this journey. Ponyville was no longer safe for them . Perhaps , we will somehow return to our village and rebuilt it when the war ends.  
>The bar was smelly and dark . Dirt and beer spills littered the broken wooden floorings. Couple with loud, out -of -tune - music ( as much as Rainbow Dash loves rock ) it was becoming increasingly unbearable for the group . Despite the unsanitary condition , Rainbow Dash felt that she had no right to complain . At least there was peace , and there was still ponies of different species mingling here together despite the ongoing war outside .<br>No pony seems to mind an odd bunch : two earth ponies , two pegasi , and two unicorns having their punch at the corner of the bar.  
>" Pinkie Pie , for the ten- thousandth time , we DO not celebrate hearts and hooves day with this war going on. We just don't have the spirit and time. "<br>One of the group strained to talk in the midst of the blaring music. Pinkie Pie was taken aback , tears welled up in her eyes at the rude reply she received. Rainbow Dash never seen Pinkie Pie so emotional. She is a fairly easy going pony who threats criticism lightly and never takes anything seriously.  
>Rarity was the belle of the ball . The most beautiful, ( sometimes airheaded )unicorn in the whole Equestria. That pony is every bit of her name given to her, and seemed to stand out in the dull and dirty pub. Her luscious , beautiful white coat and purple mane never cease to draw the attention of every stallion that wandered into the bar for some chill off.<br>Much had changed of this white beautiful Unicorn since they embarked on this journey . She used to be a generous and happy soul , drawing out her brilliant and colourful fashion ideas in her fashion scrapbook , and serving her clients with a smile back in her expensive boutique in Ponyville.  
>As she was flipping through her scrapbook in the midst of the noisy and messy surroundings, Rainbow Dash silently observed the vibrant , cheerful colours gone in Rarity's design , swapped with dull green, brown and black military outfit sketches she planned on proposing to the princesses :<br>More streamlined outfits to maximize flight speed for the pegasi.  
>Bullet proof vest. ( which was her favourite )<br>Light yet durable rifles designed to be mounted on a Unicorns ,which are easily operated by their magic gift,  
>And lots more brilliant design from a brilliant brain.<br>Rarity sensed that If she really wanted to be of service to the princesses, coats and expensive dresses ain't going nowhere in helping the Wonderbolts and the princesses' army, but Rainbow Dash hated to admit she missed the old Rarity.( as much as a tomboy as she is ). She missed the days where she would fuss over her and her band of friends ,dolling them up with proper attire and make-up whenever they are attending the grand galloping gala or any formal functions.  
>Rarity also have another personal mission for joining the rest of her friends on the journey. Rarity's family had been torn apart by the war. Her parents went missing after sending her younger sister over to her for babysitting. Sweetie Belle (who was then fast asleep in their room) was all that was left of her family. Rarity's goal was to protect Sweetie Belle at all cost , and reunite her family. As a young filly, Sweetie Belle was at the age where she needed her parents the most.<br>All these , couple with finding out that Prince Blueblood, her secret crush ,was actually a pain in the a**, snobbish , self centered pony , Rarity has lost all hopes and interest on Hearts and Hooves day. He was Princess Celestia s distant cousin, and Rarity had a serious crush on him. She had the chance to meet up with him personally on the annual grand galloping gala just before the war .  
>It was suppose to be a grand ball and her best night ever , but the meeting turn out to be a total disaster , as the prince wasn't even one percent of the man that Rarity hope he would was a different mare ever since.<br>Despite everything, Rainbow Dash believed Rarity was having it easy . At least there is still hopes that her family is still out there, and she can get over her obsession with Prince Blueblood in due time. Unlike another member of the group. Rarity closed her sketchbook, sipping her drink before turning her attention to her as the orange brown pony voiced up her opinion .  
>" Yeah Pinkie , in case yah noticed , parties and war just don't mix. Perhaps yah should think things clearly before yah join the wonderbolts. It's not all fun and games. Some pohnies are just not mah.. mature enough to be enlisted in the arh…my."<br>The mare signed as she blurted out her opinion in her deep cowgirlish accent . She sipped her drink to dull her pain , and then turned her back on the group ,not wanting them to see that she needed to shed some tears. She solemnly took off her brown coloured hat , and buried her face in it for a good cry.  
>Rainbow Dash had no doubt there was no soul as hardworking or as honest as her friend, Applejack . All her young life was once centered around her tight knit family that consist of her brother, her grandma and her little months ago ,she was utterly traumatized when she was called back to Ponyville for an emergency in the midst of signing a marketing deal for her family - made apple jam in Canterlot, only to find Sweet Apple Acres , the orchard she poured her heart and livelihood into, burned down to ashes.<br>Rainbow Dash remembered how proud everyone was for Applejack , they attended the function together to give her some moral support , and rushed back with her when they witnessed that horrific scene of her orchard been destroyed.  
>But the worst was not over for Applejack.<br>Police pony shown her the picture of her grandma , and her brother , laying in a pool of blood. At first , the murder seems out of cold blood , until she was shown the picture of what happened to her little sister, Applebloom . The poor filly was stripped naked , and brutally raped before being strangled to death in her own room .  
>Her brother and grandmother were obviously trying to protect her younger sister.<br>Reports found white feathers scattered across the crime scene , but forensics can never be sure the horrific deed was done by either a pegasi , or a Decepticon in disguise.  
>It's hard to tell when the enemy could change their form into anything , and could use their powers for accomplishing their evil purpose at anytime , anywhere. .<br>Applejack had not been the same mare ever since, and the mention of Heart and Hooves day brought back painful memories for her. She told Rainbow Dash during a private conversation, that she would not rest until she find out the murderer of her own family. Her mission was to be enlisted into the Wonderbolt army , and while she can be a wonderful cook , her real goal was to study forensic and personally track down the killer of her family.  
>Applejack dried her tears , turned back towards the group , put her hat back on her head , and shot a fierce glare at Pinkie Pie. Too chock with emotions to form a retort, Pinkie was on the verge of wailing. Tears streamed uncontrollably down her eyes.<br>It seems everyone was against her , just because she was harmlessly excited of a special day in her heart.  
>" Applejack! I'm sorry for your lost ! Rarity , I'm sorry for whatever that has hurt you in the past ! Hearts and Hooves is really a day to believe in love, and peace , and maybe even the day that you bump into that very special somepony . Pinkie pie has every right to hope even during THIS war ! And I trust we all do …"<br>A yellow , meek Pegasus took a deep breath , and pulled up her courage to voice her defense for Pinkie Pie. One look at her , and it was actually surprising that she was able to speak just loud enough for the group to hear amidst the still- blaring music. That short sentence took ALL of her . After finishing what she wanted to say , she collapsed on the table , out of breath and utterly exhausted.  
>Flutter " Bindi "Shy is the closest pony Rainbow Dash could relate to in the group, and her very best friend. They grew up in the same orphanage in Cloudsdale (a pegasi residential area just above ponyville) together , and they only had each other to depend on.<br>it is strange how Rainbow Dash and FLuttershy ended up the best of friends… While she always believed she is brave and fearless, Fluttershy is well, shy , and almost always annoy her for her cowardly behavior  
>But that doesn't mean Fluttershy is a pony who stands aside when her friend been pushed around. Rainbow Dash could been prouder of her voicing out her opinion and being assertive at that very moment , even though is merely for a sappy occasion.<br>Fluttershy is the residential animal expert of the group. Recently , like Rarity , she had improved herself . She upgraded her knowledge , not only on the area of being an animal doctor, but she also started studying and specializing in pony physiology. Rainbow Dash mused that her friend would make an excellent medic in service of Princess Celestia , if she works hard on her assertiveness and bravery department...  
>"Thank you so much, Fluttershy" Pinkie Pie managed to mutter a soft reply and gave Fluttershy, who happened to be sitting right beside her, a friendly nuzzle.<br>"Applejack, Rarity…" The last in the group of friends spoke after keeping her silence for so long.  
>"Yes ?" both ponies turned their attention to her, followed by the rest of the group.<br>There was always something comforting whenever the purple colored unicorn made her statement and advice. which everypony could sense she was about to do . It's hard to describe that certain quality about her voice that make the group listen to her and obey her, even for someone as hardheaded as Rainbow Dash.  
>Last but not least in the group was Twilight Sparkle. Although the group technically did not elect her as a leader ,they all know who to turn to in times of troubles.<br>Wise with wisdom beyond her years , Twilight is the unofficial leader of the small band .  
>Twilight had led a life of luxury in Canterlot under the care of her loving parents , brother , and her mentor, Princess Celestia. Rainbow Dash wondered how different would life be if us if Princess Celestia had not send her to learn about the meaning of friendship in Ponyville .<br>Fluttershy and her would probably be minding our own business, even when they cross path with the rest of the ponies. It was Twilight, in the process of learning about friendship herself , that gathered the small , tight knitted group together and shown them the true meaning behind it all.  
>" Listen, the both of you. Like Flutttershy said, it's time to put the past behind you on this special day."<br>Twilight smiled. Her horn lit up in a bright blue color as she focused her attention on the wine glass that Applejack was drinking from.  
>" What the ha_" Applejack protested as her glass was levitated from her hoofs to the center of the table.. A fuzzy image of a young brown colored pegasi, curled up and sleeping soundly back at the inn, appeared in the red colored waters contained in the glass.<br>" Applejack , I know you miss your family , but here is Applebloom's best friend , Scootaloo , who needs a sister more than ever since she lost her parents in the Decepticon attack. I know she can't replace Applebloom , but the three form a lasting friendship as the cutie mark crusaders. I trust you are the best for her , and this is what Applebloom would have always wanted . She would want you to care for her friend and help her gain her cutie mark."  
>Applejack was flabbergasted and too welled up to speak . Twilight , however , wasn't done with her glass of wine. The picture changed, and this time, it was an image of a young dragon, nodding off while doing some late night studies in her room.<br>"Rarity, I know the prince hurt you bad. Even before this war, you had led a rejected , solemn life after that galloping gala incident. This war just worsens your feelings. You deserve someone better . When you are feeling lonely, know that there is always someone who loves you wholeheartedly. I believe there is a very special somepony destined for every pony, and I know Spike loves you with all his heart ever since the day he met you."  
>It was needless to mention about the young dragon's crush and admiration for Rarity. Everyone in the group , perhaps even Rarity herself , knew how Spike loves and adores her. Twilight had once told Rainbow Dash about Spike's frustration whenever Rarity spoke of her crush towards Prince Blueblood in front of them, and how frustrated both had been of this issue.<br>Even magic was helpless to solve her number one assistant problem , and Twilight knew the only way this problem could be ever solved was Rarity loving Spike back with a sincere heart.  
>The sudden realization hit both ponies hard, The wine glass met the table with a gentle "klang". Out of the blue , Rainbow Dash found myself being enveloped in a BIG group hug . Not so cool on the dignity scale , but definitely 120 % cool on the emotional side. She never felt so happy and relieved being with her friends. They brought so much warmness in this cold and unforgiving war.<br>" Thank you Twi'. I'll try my best to love Scooty. I love you." Apple Jack said in the tangle of hooves and manes . She planted a kiss on Twilight's forehead , and the purple unicorn blushed , grateful that she had made a difference in her friend's' life.  
>" I will give Spike a fair chance in my heart. I love you too"<br>Rarity said, as she copied Applejack seconds later.  
>"And … Oh Pinkie Pie, how can we ever forget you , Applejack and I are sorry for what we said. We all love you."<br>It's normally hard to make Rainbow Dash cry ,she could have sworn it. but the emotion was just too much for even a tough pegasi like her to bear. Pinkie Pie let out a yelp of excitement as the group tighten their hug around her . She was literally squeezed at the center of the group hug. She was in tears , but this time , it was tears of joy and hope.  
>" Hey Rainbow, you are crying."Twilight was the first to spot her letting out her tears.<br>" No I am not…" She tried to deny, but even in the midst of the dimly lit bar , she couldn't deny her own emotions in front of my friends.  
>" …Oh crap … now you guys are getting me all sappy" She signed and let out a chuckle , finding it useless to fight her tears any longer.<br>" You been awfully quiet all these while Rainbow, don't you have a say for this issue?" Fluttershy chirped.  
>Rainbow Dash than realize that Fluttershy was was right … She was usually very vocal in voicing out her opinions , but so far , she was too caught up in her own thoughts to say anything.<br>" I don't believe in that special some pony , or a sappy nonsense known as Hearts and Hooves day …"  
>She breathe deep as I voiced out my opinion , still trying to keep a tough exterior and coolness in front of her friends, despite miserably failing in doing so.<br>" ….but I do believe in a well earned rest. I suggest we call a day off tomorrow to chill out .We will spend a day here before we head off to Canterlot."  
>" <strong>AGREED!<strong>"  
>The rest of her friends let out a loud cheer of unison in agreement to her decision.<br>The blaring music of the awful band suddenly turned into a cheerful country rock . She was quite surprised at how they read our feelings at that very moment. WHat was even more surprising ,  
>the band actually played something pretty good for her ears!<br>" …I know if we fall asleep ,  
>we dream in close harmony…<br>Cause I come to trust and believe,  
>God made you just for me .<br>Cross my heart and , hope to die,  
>I will never tell a lie,<br>I will not run away ,  
>I'll go ahead and say ,<br>We're not , just two of a kind,  
>We're friends for life…"<br>" Happy hearts and hooves girls " Rainbow Dash wished the group , enjoying the warmness of the group hug while her mind continue to be in deep thoughts .  
>"Hearts and Hooves is really a day to believe in love , and peace , and maybe even the day you bump into that very special somepony…"<br>It was strange how Flutteshy's word kept echoing in her ear…


	3. Chapter 3:Picnic Mayhem

**CHAPTER 3 : PICNIC MAYHEM**

"Tank, its 'hearts and hooves' up you lazyhead, time to go a flyin' and a picnickin' with the rest of the ponies"  
>Rainbow Dash give a gentle nudge at the sleeping tortoise by her bedside.<br>Twice ... trice ...and Rainbow could still hear the deep snoring that her pet tortoise emit from inside his shell.  
>" Tank, come on... wake up!"<br>"..." no response from the little tortoise.  
>She then decided on a second tactic.<br>"FOOD!" she yelled, and waited for a response from her pet.  
>"..." still not response. Rainbow turned for a split second to collect her picnic basket , and when she turned back... her friend was not in the same place.<br>Instead, the tortoise was at the door, now fully awake, waiting for mouth stained with the remnants of a chocolate cookie he had stolen from the jar in the basket!  
>"How did you..?" the puzzled blue pegasi looked at him, wondering how in the universe her friend get his hooves , or rather, paws, on the cookie from the picnic basket.<br>"never mind, let's..."  
>The tortoise was already on his way to the picnic area.<br>"...go" she finished her sentence and went after him, never been in a better mood to start off a new day.

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><p>"Everything is so cute and perfect! I cant wait, I can't wait!" a very hyperactive Pinkie Pie jumped around the place the ponies prepared for their picnic.<br>"Not again, Pinkie Pie, you sure you didn't have too much punch yesterday night?" an all knowing Twilight asked her friend with a 'I-know-what-you-did' look.  
>"aaa... nope" the pink pony just kept jumping around as though she possessed all the energy in the universe, and to the gang's UTTER disdain... started singing.<p>

**Cuz I love to make you smile, smile, smile!  
>Yes I do!<br>It fills my heart with sunshine all the while!  
>Yes it does!<br>'Cuz all I really need's a smile, smile, smile!  
>From these happy friends of mine!**<p>

"Please make her shut up!"  
>The usually calm, kind and gentle Fluttershy hid her head under a pillow; she was in such a bad mood because she drank too much last night. The headache she possessed did wonders with her current mood.<br>However, her statement came out as a mere whisper...and she was easily ignored and overshadowed by Pinkie Pie's constant singing and dancing.  
>Last night, Twilight warned her about the future consequences of excess of alcohol in blood, especially in the morning after, when the effects of hangover are at its worst.<br>But Fluttershy, been so naive and meek, had not encountered such a "fine" drink before. She was so happy that her friends had made up, she ignored Twilight's advice and took a sip of vodka, a sip turned to a bottle, and soon, she was drinking as if there was no tomorrow.  
>The problem was, that Fluttershy has a low tolerance for alcohol, and her friends had to drag her back to her room.<br>The last thing she remembered was Rainbow Dash and Applejack carrying her back to the inn. What she did not remember was that she was settled on the bed, "talking" to her fallen parents, arguing that she was an "assertive" Pegasus and "Celestia-knows-what-else". In the end, she was so drunk that no pony could understand what she was babbling about.

"I'm sorry Fluttershy, you said something darling?" Rarity, surprisingly tolerant to Pinkie Pie's antics, noticed something was bothering the meek yellow pegasi and asked her out of concern. Fluttershy's head was still buried under the pillow as she let out a muffled moan. Rarity shook her head in dismay and was forced to ignore her with MORE irritating matters at hand to attend to.

Pinkie Pie's singing continued for a long long while, until Applejack and Rainbow Dash arrived at the scene.  
>"Hi guys, what's new?" Applejack tried to mask her depression by flashing the group a cheshire grin. She arrived with a bunch of her family's delicious secret apple pies.<br>Both Winona, Applejack's trusty collie, and Tank, Rainbow's pet tortoise, were not far behind, They were already having fun with each other before their mistress did with their friends. The duo were playing tag, with Tank surprisingly having a head-start.  
>Rainbow had strapped a special flying thingamajig on her pet tortoise, allowing him to take to the sky just as she does. The tortoise teased the collie, hovering just above and out of her reach. Both tortoise and collie were soon carried away by their little game of tag and disappeared into the thickets nearby.<br>"Don't go too far , Tank" Rainbow warned her little friend.  
>"You too Winona" Applejack called out to her collie.<br>"Hey , where is Scotaloo and Sweety Belle, Applejack? I thought they suppose to join us here." Rarity asked as she left her sister under Applejack's care earlier in the morning.  
>"Oh, them both? stuck in the hotel doing some board game, a tryin' something different to gain their cutie mark, as usual, but this time in honor of Applebloom"<br>Applejack look to the sky, as if cursing herself for leaving her family when the bloodthirsty murderer happened.  
>"Don't worry, I will request Owloysous to take care of them. My owl is extremely good in board games they will gain their cutie marks in no time.I'm sure Applebloom is watching them from above and never been prouder of them." Twilight Sparkle said in full confidence and gave Applejack a comforting pat on her shoulders.<br>" Hey Owloysous" Twilight called out to her owl , who was perched on top of a nearby branch. The little owl responded , and soon, she swooped down and landed on Twlight's shoulder.  
>"I need you to babysit the Cutie Mark Crusaders, think you can help them out with their board games?"<br>Owloysous hooted as a sign of approval and was soon on her way to meet up with the fillies.  
>"Oh good, now we can finally begin our picnic !" Rarity expressed. She barely finished that sentence and Pinkie Pie started her hyperactive streak again.<br>"OH Goody goody goody" Pinkie Pie jumped in excitement while reciting her new mantra. Meanwhile, Fluttershy couldn't take it any longer, and "screamed" right under her pillow.

_"Shut UP! and stop jumping all arround! Each step you take feels like an earthshake!"_  
>Despite all her efforts to state her point, Pinkie and the rest of the ponies continued to ignore Fluttershy, and it was easy to see why .<p>

"Guys, comeon, let Fluttershy speak! " However Spike, who was sitting in the middle of the group with a mouth full of pie, was the second to notice something was bothering the pegasi.

"Yeah Fluttershy, you got to learn to be MORE assertive" Rainbow had enough of her meek-natured friend and snatched away the pillow covering her head. The pegasi replaced the pillow by covering her face with her hooves instead. Shaking her head in dismay. Rainbow pried open her hooves that was covering her face. The whole group turned their attention towards Fluttershy under Spike's request, (all except Pinkie who was still bouncing around ), and she knew it was no use hiding and being shy any longer.  
>She breathed deep, puffed out her chest, and tried to voice out what had been bugging her since the beginning of the picnic.<p>

_"Please Pinkie Pie , Shut UP! and stop doing that! Each step you take feels like an earthshake!"_

"I'm sorry, please, **LOUDER** Fluttershy." Rainbow Dash requested. Applejack couldn't take Pinkie Pie's bouncing any longer and pinned down her hyperactive friend (despite being there later then the rest of the group alongside Rainbow Dash). She turned and directed Pinkie's attention towards Fluttershy, who was still straining herself to speak out.

_"Please Pinkie Pie , Shut UP! and stop doing THAT! Each step YOU take FEELS like an earthshake!"_  
>Second time, despite all distraction from Pinkie Pie been cleared, the group still did not catch Fluttershy's could only sense that she was mad at Pinkie Pie at the furious glare she shot the pink earth pony (who was buried underneath Apple jack's hooves)<p>

"**LOUDER**", Rainbow demanded once more, and Fluttershy hung her head low in shame.

"I'm sorry, is she mad because she didn't have enough milkshake? It's easy... let's make her some." PInkie Pie flashed a grin at her yellow colored friend .

Then, it happened, thanks to her extra sensitized hearing, and years of been attuned to the sounds of the forest, Fluttershy was the first to sense something wrong was going on before the rest of the ponies.

Third time was always the charm, and Fluttershy managed to convey her message to her friends (though not quite what was initially intended). She struggled to fly away while screaming on top of her lungs, urging the rest of the group to follow her and flee from the impending danger.

**"EARRRRRRRTH SHAKE!DECEPTICONS! RUN!"**  
>Unable to control her flying in her current state of hangover, Fluttershy soon crashed and hit her head on a nearby tree. She dropped to the grasses below in an undignified heap.<p>

"What...?" Asked Rarity, utterly startled at her friend's extreme reaction. Just a few seconds after that simple word, She and the rest of the ponies noticed their picnic glasses started to rattle. Turning their attention to the once peaceful horizon of the forest, the gang's eye widen with horror at the attackers who was barreling towards them menacingly.

"Applejack, help me take Fluttershy!, quick! hurry!" Twilight was terrified, but still managed to keep herself under control.

Panic rose, foods and glasses were crushed under the stampede that the ponies caused. The friends were split up as they tried to flee from the group of attacking Decepticons. Twilight and Applejack both straining themselves with an extra cargo behind their backs.

Rainbow Dash was speeding above the skies, distracting some of the changelings from targeting Twilight and Applejack as they carried Fluttershy to safety. Once she was sure and they were safe, she zipped and zoomed between the clouds in an attempt to lose them. Flying at top speed ,she was glad to shake those morons off in no time at all. Suddenly, a distant howl reminded her that she had missed something important (and it was not the picnic food, picnic basket or the picnic matte).

"WInona!... Tank!" her eyes widen in horror as she looked down and saw her tortoise helplessly stuck to a tree (thanks to the flying thingamajig getting entangled with a tree bunch). His furry friend barking and whimpering desperately under the tall tree, even resorting to a futile attempt of trying to climb up a tree to rescue him.

"I'm coming! please, hang on!"

Rainbow Dash dove down as fast as she could, reaching her tortoise and unhooking his flying gadget from the tree-branches, but that split second was all that took a painful, blinding flash of magic to paralyze her wing.  
>No longer able to fly, she hung onto the tree trunk. She looked down the treetops , and to her horror, she saw Winona distracting and battling a black and white changeling , who was clearly the source of crippling her wing.<p>

"Winona, Tank, you are no match for this bastard, RUN! GET HELP!"  
>Tank ,who stubbornly stuck by her the whole time , protested with a sad look on his face , before he followed her order and went after Winona , who was running away from the changeling.<p>

The Changeling's attention was then directed to his real prize. He did not even bother as two tiny shadows disappeared to seek help for the beautiful, athletic blue pegasi.  
>Rainbow Dash screamed as she hung on for her dear life, desperately hugging the tree trunk and triying to keep herself as far as possible from the attacking changeling . As fearless as she was, she was downright afraid been held captive, or killed by that monster.<br>It was unfortunate that the changeling resumed a pegasi form and flew high up into the tree , With a vicious kick to her head , Rainbow Dash found her world slowly went dark as she lost her grip on the tree trunk... 

* * *

><p>The whole inn and surrounding forest area were in chaos. Ponies were running, flying and stampeding. Most of them were not even trying to save their own belongings and were escaping for their dear lives.<p>

Rarity was one of the few ponies who tried to extinguish the burning fire that was consuming the inn, although it was more out of self interest rather than helping the innkeeper saving his inn. She returned after she made sure Sweetie Belle and Scootaloo followed Owloysous to safety. She tolerated the burning heat and the smoke that ruined her beautiful mane. She kept repeating that she must save all her precious clothings and were her future and her life.

Rarity ended up with more than she could bargain for. With a heavy sack of luggage behind her back, she was considerably slowed down when she tried to escape. When she noticed a decepticon charging towards her, she was careless and tripped on a rock. Her belongings scattered on the ground. She tried to get on her hoofs once more, but tried as she may, she discovered she had dislocated one of her hind pain was excruciating, and the decepticon was getting closer, and closer to her as each moment passed by.

Then, a familiar white figure who was also running for his dear life bumped into her..  
>It was as if an angel appeared before her very eyes and was going to rescue her.<p>

" Pppprince! What are you...!" she stammered.

She couldn't believe he was there, seeking refuge at the same secluded inn as she did. She could forgive him for all the ill treatment she suffered at the grand galloping gala incident as he was about to...

"There's no time, run! What are you waiting for bitch? GET UP!" his shouting shook her to her senses.  
>The decepticon was inches from both of them, and Prince Henry Blueblood the 8th did the unthinkable...<p>

He ran as fast as he could, leaving Rarity behind with a dislocated leg and surrounded by her scattered belongings.

Suddenly, the red decepticon who was closing on Rarity screamed as he was engulfed in green flames.  
>"Come on Rarity!, we are leaving! He will not stay that way for long!" A familiar figure of green and pink came in the knick of time. The young dragon carefully burned the ropes that bond Rarity to her massive luggage bag and supported her to safety.<p>

"Spike!, thank you so much" Rarity cried with relief. She was grateful Spike came for her when she had such a close shave.

The beautiful unicorn and young dragon made a slow and painful escape through the forests, with Spike supporting her the whole way. Unfortunately, Spike was right. The distraction from his flame didn't last long. The red changeling was back hunting and chasing the duo. Although he had a few circuits fried and spare parts melted, he was still functioning, and very, very upset.

His prey hurt him bad, and he wanted ** REVENGE**.  
>He fired a powerful blast of magic , and Spike saw it was made for Rarity, he jumped to shield her from the hit, and took it fully in his own heart instead.<p>

Spike crashed into Rarity, and both tumbled and fell into a deep, lush thicket, thankfully away from the eyes of the persistent and bloodthirsty unicorn.  
>"SPIKE! N_!" Rarity was about to screech in horror, when a pair of hand gently cupped her mouth. Tears streamed down her eyes as she saw the dragon laying in a pool of his own blood. No... he could not be...<p>

"R..Rar..it..tty... rrr..un" he barely whispered, blood gushing out from his mouth and the wound of his heart. Despite so, he was strong enough to cover Rarity's mouth from letting out a scream that would alert the red decepticon, who was neighing and pounding the ground with his hooves, irritated that his lost target was so close, yet so far .

"kkkk..keep up.. thhhat... path.. don't... don't ever.. tttturn bbbback" he signaled to a path that was all too familiar to Rarity.

On their journey to Canterlot, Twilight had briefed the group about the few magical escape routes that only the resident ponies are able see, and follow when every hopes are lost. The ponies would be protected from the Decepticons and the warring tribes . The magical path would rid the burning hatred of the ponies had for each other as they stepped into it . It so happen the both of them had stumbled upon one of the magical pathway.

"...leave me... rrrunn.." the wounded young dragon insisted, but Rarity stubbornly held onto him, her hoofs desperately trying to cover up the bleeding wound of the Dragon's heart. Her white fur matted with his red blood, but it was the least of her worries.

"No I will not... I'm a unicorn! I know how to get us out of here... stay strong Spike... I will... I will..." she started but was again interrupted.

"Hushhh... he .. illl... hear ya..." He stopped her screaming, tears formed in his eyes, and he noticed her crying too.

The red changeling twitched his ears and smelled the ground once more, before he gave a loud whinny of disappointment and carried on looking for his lost victim.

The coast was finally clear, and Spike let go of Rarity. Rarity couldn't take her welled up emotions any longer. She desperately unleashed everything she knew about magic to heal the young dragon, but to no avail.

"Rarity.. It's no use... " Spike barely has the strength to mutter a whisper, seeing how hard Rarity was trying to help him stay alive. "I love you, I always did" a smile formed across his blood stained mouth, even though he was in so much pain. "live life to the fullest ... if you... if you ever find someone... I wish you... happiness..." and with those last words, the young dragon breathed his last.

"SPIKE!... SPIKE!... TALK TO ME!... I love you too..."

The white unicorn beauty screamed as she could feel the young dragon went limp in her hooves. She wondered if she had confessed her feelings too late , or had he heard her last words. Fat tears were leaving her eyes as she kissed the fallen dragon on his lips.

He felt cold... so cold . She gave a loud whinny of distress and sadness , realizing that she had lost the chance to love, and someone that always loved her.

An odd wind came... a special kind of wind, it gave Rarity her inner strength. It was comforting to hear Spike's voice urging her to carry on.

"Hurry up my beautiful Rarity, there's no time...''

Rarity used her magic to clean her blood soaked body, taking care that she couldn't leave any trails for the 'cons to follow, before she reluctantly moved on, limping, but nonetheless alive. She followed the young dragon's advice and made painful steps towards the magic path...


End file.
